Memory of a Memory
by Batman's Favorite Daughter
Summary: Genderbent version of Memory of a Memory. Fionna and Cake are transported into Marshall Lee's mind to wake him from a magically induced sleep. Rated T for a BIG beating scene. I DID MAKE THE GENDERSWAPPED IMAGE! I OWN IT!
1. The Story Begins

**Hey! I'm in the mood to write new stories. I've read a few genderbent fanfictions about actual episodes, and I think I get what I should do for this. So let's see if I did it right, I own nothing.**

* * *

The story starts as Fionna and Rag Wizard are riding on Cake's shoulders. Cake is running very fast, and she is panting. She winced every time her feet went in the water. As a cat, she isn't a big fan of water.

"Faster, he's in danger!" the Rag Wizard said.

"Fionna, who is she talking about?" Cake asked. Her arm motioned to the Rag Wizard.

"I have no idea." Fionna shrugged.

She only went with the Rag Wizard because she kept yelling 'he's in danger!. And of course, if anyone is in danger Fionna will go to help.

"What? Then why am I running so hard?" Cake asked, slowing down.

"Because..." Fionna started, trying to think of a reason. She had plenty of reasons, just not any of them were GOOD reasons.

"Because he's in trouble!" the Rag Wizard exclaimed.

"Who is?" Fionna and Cake exclaimed making the same motion with their arms.

"Marshall Lee!" the Rag Wizard exclaimed, as if it was obvious.

"Faster, Cake!" Fionna yelled, panicked.

Fionna and Marshall were very close friends. Cake was just getting over a cold, so Fionna and Marshall had gotten much closer. They spent nearly everyday together.

"He's in trouble!" Cake exclaimed. "Hey wizard, how do you know Marshall Lee?"

"I'm his spirit animal." the Rag Wizard said simply.

"Oh." Cake said very confused.

They arrived at Marshall Lee's house and open the door. They gasp as they see Marshall lying on his floor. They ran over to his side.

"Marshall! What's wrong with him?" Fionna exclaimed, putting his head on her lap. Cake could swear she saw tears in her eyes.

"He accidently cast a sleep spell on himself, and now he's trapped in eternal slumber." the Rag Wizard said, watching from the corner.

"Tell us how to break the spell." Fionna said, moving his head and standing up.

"I'll transport you into Marshall's mind where you will walk through his memories and find the memory core." the Rag Wizard said.

"Then what?" Cake asked.

"Find the memory of Marshall casting the sleep spell on himself. At your touch, you and the memory will be transported back to reality." the Rag Wizard said.

"But if you know all this, why not just do it yourself?" Caked asked. Fionna elbowed her and mouthed, _Don't be rude, dude. _

"Entering a person's mind can be dangerous and I don't have any arms. Just legs." the Rag Wizard said. She stretches her leg towards Fionna. "Yeah, there we go... oh." Jabs Fionna's hand with her toe.

"What? What'd you do to my hand?" she asked holding her hand protectively.

"When you get close to the memory, your hand will glow. Here take this," the Rag Wizard said giving Fionna a sack. "It's a sack of magic powder. Sit on the couch and sprinkle the powder on your head."

Fionna and Cake walk over to the couch and sit on it. The couch was as uncomfortable as ever. Fionna made a note to herself to talk Marshall into getting a softer couch.

"Like this?" Fionna asked, sprinkling powder on herself and Cake. Their eyes because to close.

"Yep, like that. Feel sleepy?" the Rag Wizard asked, adding a perky tone at the end.

"Mmhm." Fionna and Cake mumbled. They were about to fall asleep as the Rag Wizard spoke up again scaring them.

"Good. Sleep now. But know this! If you fail, Marshall Lee will be trapped in eternal sleep... forever!" the Rag Wizard exclaimed. Fionna and Cake gasped. "And ever. And ever."

Fionna and Cake fall into darkness, sleeping. Lights come through the darkness waking them both up.

"Did it work?" Cake asked, yawning. Fionna rubbed her eyes.

"Ugh, ah. I can't tell. I don't feel like I'm inside Marshall's memories." she said.

"Me neither. Huh?" Cake asked.

They walk beside the couch, which extends into a destroyed town-like area. They both realized this was his memory of the Mushroom War.

"Whoa. Whoa!" Cake exclaimed. The land was so... destroyed...

"So... if we're in Marshall's memories, where's Marshall?" Fionna asked, looking around. They did not know that someone was running around in the tree's behind them.

"Hmm... there he is!" Cake said, walking up to young Marshall. Marshall hadn't changed much.

His hair was shorter, but still shaggy. His ear were showing. He had a black shirt and short navy blue overalls. He didn't have any shoes. He was holding a stuffed monkey that was light blue. He had a few scarps and bruises, but other than that he was fine.

"Hey little Marshy." Fionna said.

"Who are you guys?" Young Marshall asked, looking up. Fionna looked at him. She smiled.

"We're Fionna and Cake." Fionna said.

"We're your friends!" Cake exclaimed, not at all fazed by the young vampire.

"Hamba is my only friend. See?" Young Marshall said, holding up the blue monkey. Fionna thought he sounded so sweet.

"You need another eyeball surgery, pal. Lucky for you, we found a donor." Young Marshall said to Hamba, ripping a button from his overalls.

"Eyeball! Nurse, hand me the string. Yes, doctor. It's our last piece. Hold still," he said, sewing the button into Hamba. "I'm hurting you because I love you." Fionna nearly melted, Young Marshall was so sweet!

"Ahem!" Cake said, trying to get Young Marshall's attention.

"What are you guys still doing here?" he asked, looking up from Hamba.

"We're trying to wake you up." Fionna said.

"Do you know where your memory core is?" Cake asked.

"Nope. But there might be anything behind that cellar door, plus it rhymes with memory core!" he said, pointing to a cellar door.

"Ooo! Ooo! Could be fish and catnip down there!" Cake exclaimed, opening the door. "Weird. I think this door leads to a new memory; with food in it! Ooo, ice cream!"

"I want some! Huh?" Fionna said, waving to little Marshall.

Fionna and Cake enter Marshall's room while he is asleep in a chair. He is older in this memory. The TV is on, and he had a small puddle of drool on his arm.

Cake opens new door leading to a new memory. "Come on, Fionna!" she exclaimed.

Fionna and Cake enter a broken down restaurant, a women in a business suit is eating some fries. **(Sorry! I don't like the whole onion rings idea! Fries works better.) **The woman was Marshall's mother.

"Yo, dude." Fionna said.

"Wha?" Marshall's mom asked.

"Don't eat those." Fionna said, remembering Marshall's song about the fries. Teenage Marshall walks in with ketchup and sees his mom eating his fries.

"Marshall!" Marshall's mom exclaimed.

"*Sniffling* Mom, why?" he said.

Fionna opens a new door to a different memory. Fionna and Cake enter a new memory located in their Tree Fort.

"It's our tree house. This must be when Marshall lived here." Fionna stated.

A slightly younger Marshall and a girl carry and drop chair in the middle of the room. They both fall into the chair laughing.

"I'm so glad we're doing this, Ashley." Marshall said.

"Yeah, me too. Oh, hey wait. Watch this- I've been practicing." The girl, who must have been Ashley, summons a rose.

"Marshall Lee! I love, I love." the rose said. Marshall stared at it blankly. Ashley snapped her fingers and the rose turns into a sandwich.

"Awesome! You're the best, Ashley." Marshall said, kissing her on the cheek. Fionna let out a small growl. She didn't think Cake could hear her, but she did. Ashley giggled and blushed.

"Who's this girl supposed to be?" Cake asked. If she was making Fionna growl, she needed to know this girl.

"Ashley, I guess." Fionna huffed. Fionna and Cake enter a new room through a mouse hole to see Marshall sitting in a chair alone.

Marshall sighed. Fionna sniffed. "This place reeks." she stated.

"Fionna, girl, your thing is glowing." Cake said.

"My what?" she asked, she touches her hand. "Oh, my thing."

"We must be close to the core. I see another door over there. Come on." Cake said.

"Wait a sec, Cake. It's that girl again." Fionna said.

"Hey, open your eyes, look at this, Marshy. Check it out. It's my new wand. Isn't is pretty?" she asked, holding a flower with four cherry blossoms on it. "These cherry blossoms, look, look as close as you can, and they're real."

Marshall puts a finger near a cherry blossom and gets zapped. "Wow. Awesome. Where'd you get the money for that thing?" he asked.

"Oh, I sold that teddy bear that you love so much. To a witch." Ashley said. Fionna gasped.

"You what? Are you crazy? That was my favorite thing in the whole world!" he exclaimed with tears in his eyes.

"That's why it's so valuable, for potions. But don't worry Marshy-Warshy, as long as you have me you don't need a stupid little, worn, smelly monkey." she said.

She leaned forward to try to hug him, but he pushed her away with the tears beginning to stream down his pale face. He began crying.

"That's the last straw, Ashley! You're a psycho jerk and you ruined my life!" he exclaimed.

"But-but not all of it! Come on Marshy..." she said, wrapping her arms around him and kissing his cheek. He pushed her away again.

"It's over you psycho!" he screamed. He stomped out of the room.

"This way, Fionna! Check out this wacked out memory crack! It's ba-nay-nay down here!" Cake said, not even paying attention to the memory Fionna just witnessed.

They enter Marshall Lee's memory core. Fionna's eyes got wide as she stepped into the memory, her hand began glowing even more.

"The core." Fionna said, astonished.

"All these orbs must be his memories." Cake said.

"How are we supposed to know which one to grab?" Fionna asked.

"Play hot-cold with your hand!" Cake exclaimed.

"Alright..." Fionna said as she moved along the memory core. "Hot or cold?"

"Cold. Definitely cold." Cake said. Fionna continued moving up the memory core.

"Warmer. Warmer, warmer! Whoa, hot. Hot, hot, hot! That must be the one!" Cake exclaimed. Fionna grabbed it. Fionna and Cake wake up with the memory orb in their hand, it gets grabbed by the Rag Wizard, who has arms now.

Fionna wakes up. "Huh? Hey, you have arms." Fionna said.

"That's right, genius." the Rag Wizard said.

"Huh?" Cake asked, just waking up.

"You, lied to us." Fionna said

"The important thing is...Marshall is awake." the Rag Wizard said, magically beams Marshall awake. Marshall wakes up, groaning.

"Marshall, Marshall! You're okay!" Fionna beamed, running over to his side. Fionna and Cake hug Marshall, and the Rag Wizard takes off her wardrobe revealing herself to be Ashley

"Quit touching me." he said.

"You had a magic accident, and we saved you with some help from your wizard friend." Cake explained. Marshall looked up.

"That's Ashley." he said.

"Ashley?" Fionna and Cake exclaimed. Cake practically had to hold Fionna back from beating Ashley up.

"She's not my friend, she's my girlfriend." Marshall said, floating over to Ashley's side.

"What?" Fionna and Cake exclaimed, their voices getting higher.

"That's right, Marshy." she said, smiling to Marshall and smirking to Fionna and Cake.

"Ashley, what's going on?" he asked, still confused on what just happened.

"Just picking you up for a night on the town; at my place." she said sweetly.

"Awesome." Marshall said, kissing Ashley on the cheek. Fionna let loose a small growl again.

"What?" Fionna and Cake said, their voices getting higher than the last time.

"Oh, grow up you guys. Be right back." Marshall said, leaving to go up in his room.

"What?" Fionna asked again, her voice so high everyone was sure only dogs could hear it.

"Don't you guys get it? I outbrained you. That wasn't the memory of a sleep spell you brought me, that memory was our break-up! Now me and Marshy can be together forever!" Ashley said, perky. She took out the orb and popped it. "That's enough of that!"

"Oh no!" Cake said.

"What?" Fionna asked, as if that was the only word she could say.

"Yup. Come on, Marshy, let's go." Ashley said once Marshall returned.

"No, Marshall!" Fionna exclaimed once she figured out how to make a complete sentence.

"Ashleyicus Flyicus." Ashley said, flying away with Marshall holding on to her. Ashley was much faster a flyer than Marshall, so it was impossible for Fionna and Cake to keep up. Fionna and Cake ran outside.

"They're gone, dude. She took him!" Fionna said. All she could she was a object, or two objects, in the sky moving very fast.

"Don't worry, Fionna! I can still see them. Ah. Follow me." she said.

Fionna and Cake arrive at Ashley's house.

"This is it?" Fionna said.

"My cat senses tell me there are too people in there. So what's the plan?" she asked.

"Um. I hadn't really thought of that... Okay, you take that shovel and keep banging it against that shed until Ashley comes out to see what's happening. Then I'll sneak in, and I'll rescue the idiot known as Marshall." she said.

She fist bumps Fionna. "Nice." Cake said. She started banging the shovel against shed and Tiny Goblin comes out.

"My house! What's happening? No, don't hurt me!" the Tiny Goblin said.

"No, baby, no, sorry. I don't mea-" Cake started but was cut off by the goblin screaming. "Shh, shh, wait!"

"Help, somebody help me!" the Tiny Goblin screamed.

Ashley came bursting out her front door. "What's all this hullabaloo?" she screeched.

"Help! Help!" the Tiny Goblin screamed, running off into the woods with Cake following it.

"Hey, hold it, you, get back here!" she yelled chasing after Cake.

Fionna climbs up onto the roof and arrives through the house's chimney. She was covered in soot. Marshall helped her up and brushed some soot off her shoulders.

"Fionna? Fi, what are you doing? You can't be here, Ashley doesn't like me hanging out with other girls." he said.

"Yeah, okay. Sorry Marsh, I'll go. I just gotta show you something first." she said. She shows Marshall the sack of magic powder. The powder puffs into a big cloud and they are transported to Fionna's memories.

"Hello? Fi?" Marshall asked. He was walking around in a big hall. A door was creaked open. Marshall opens a door to see a baby Fionna in front of a mirror.** (I just had to put this song. It just seemed right.) **

"I'm a little butterfly,

Spread my colorful wings.

Even though I'm small and frail,

I can do most anything.

Caterpillar in my cocoon,

I'm gonna be a butterfly soon.

I'm a little butterfly,

I can soar through the sky.

So glad I ended up like this,

Thanks to metamorphosis.

I'm a butterfly!

I'm a butterfly! Yeah!

I'm a butterfly!"

Marshall stops watching and cracks up laughing. **(I know it is confusing to put a line break here, but you will understand soon.)**

* * *

Fionna shows up.

"Hey, there you are." Fionna said. She looked in the door, blushes and closes it.

"Fi, what's going on? What is this place?" Marshall asked.

"It's my old house. That magic powder- it put you in my memories. Me and Cake were in your's before, but Ashley tricked us into stealing your memory of you breaking up with her. But it's okay because I saw the memory. Now I have a memory of your memory in my memory. See?" she said, holding up the memory orb.

_(Memory Orb) _

"Oh, I sold that teddy bear that you love so much. To a witch." Memory Ashley said.

"It's over you psycho!" Memory Marshall exclaimed.

"Fionna, I think I'd like to wake up now." REAL Marshall said.

Fionna nodded. Fionna and Marshall exit her memories and go outside Ashley's house. They stop at the railing.

"You gonna be okay, Marshall?" Fionna asked.

"Yeah. Thanks, Fionna, I..." Marshall began.

"Hey, Marshy. What-What's with the girl? I thought I said no girls." Ashley said, she pointed to her door. "We are going to watch a movie 8 o'clock. You need to get back inside and make us popcorn."

Marshall growled.

"I want to watch my favorite movie." Ashley said.

Marshall growled even more.

"You know, the chick flick. Where every scene the couple makes out." Ashley said.

Steaming, Marshall turns too Fionna. "Fi, I can't beat up a girl. So would you do the annours of beating the crap out of her?" Marshall asked. Fionna smiled.

She went over and did what Marshall said. Ashley was on the ground, and Fionna continued to kick and jump on her. Marshall Lee watched from the deck. Soon he joined Fionna.

"That rule died a long time ago." he said happily as he continued to kick Ashley's head.

Ashley groaned. They backed off. Marshall was breathing heavily. Then Cake stomps on Ashley with a giant foot. Cake said she was going home, but her true purpose was too leave the to lovebirds alone.

"Thanks, Fionna. I woulda been screwed spending anymore time with Ashley. Thanks for everything." Marshall said, lying down on the grass.

"That is what bros do for bros." Fionna said lying down next to him. Marshall smirked.

"Bros huh?" he asked. Fionna blushed, also confused.

"What do you mean?" she asked.

"Fi, I didn't only see that one memory." he said, leaning up on his elbows. She blushed even harder, knowing which memory he was talking about.

Before she could say anymore, he leaned in and kissed her.

"I love you too Fionna." he said.

* * *

**How was that? As good as the other genderbent fanfiction episodes? Worse? Please review!**

**~Batman's Favorite Daughter~**


	2. Fionna's OTHER Memory

**In the last chapter Marshall talked about seeing more than one memory of Fionna's. So you probably were thinking, what did Marshall see that made him kiss Fionna? Well this chapter will be short, but it will say what OTHER memory Marshall saw. I own nothing.**

* * *

After Marshall had seen the memory of Fionna singing the Butterfly Song, he leaned up against a door. He didn't see Fionna anywhere, and he didn't see a point of looking for her in somewhere he has never been before. Suddenly the door opened and Marshall fell into the memory.

He stood up in the doorway, looking at the memory. He knew he probably wasn't supposed to see the baby Fionna singing memory, he probably shouldn't see the other ones too. Two couldn't hurt, he thought.

Fionna was sitting on her bed. She was talking to Cake. Cake was reading a letter to her.

"Then he wrote, 'And I Prince Bubba Gumball will be getting married today. You are free to come as you wish.' I have to go because Mo-Chro is going and wanted me to come. Are you sure you're ok?" Cake asked.

"I'm fine Cake, I'm just confused. First I like PG, then FP, then Marshall and now I'm upset because PG is getting married? Why can't love just be simple?" Fionna asked.

Marshall was shocked. Fionna, his best friend, just said she liked him. He always liked her more than a friend, but he never thought she liked him back. He always thought she like Gum-Brain's and Fire-Butt.

"Because you aren't making it easy. The answer is right in front of you, Fionna. Now I gotta go." she said as she rushed out the door.

Fionna flopped back down into a lying position on her pillows with a huff. She started talking to herself.

"Okay, Fionna. Try to think. Cake always told you she likes Mo-Chro because he always has been there. Who has always been there for you?" she asked herself.

She was quiet for a second. "Prince Gumball turned me down and broke my heart. And then Cake and Marshall helped me get over it. Then Flame Prince left and broke my heart. And then Cake and Marshall helped me get over it. And then Marshall left and he promised he would be back. I miss him..." she said.

Marshall blushed at this. He remembered this. His mom wanted him to go to the Nightosphere. Fionna didn't want him to go. "I wish he was here... I need to listen to one of his songs..." she said.

She suddenly got an idea-look on her face. She got off her bed and started digging around under her bed. She took out a notebook and a guitar that Marshall had given her. She flipped through a few pages.

_"I used to think one day we'd tell the story of us, _

_How we met and the sparks flew instantly _

_And people would say they're the lucky ones _

_I used to know my place was the spot next to you, _

_Now I'm searching the room for an empty seat _

_Cause lately I don't even know what page you're on _

_Oh, a simple complication _

_Miscommunications lead to fall out _

_So many things that I wish you knew _

_So many walls up I can't break through _

_Now I'm standing alone in a crowded room _

_And we're not speaking _

_And I'm dying to know _

_Is it killing you like it's killing me? _

_I don't know what to say since a twist of fate _

_When it all broke down _

_And the story of us looks a lot like a tragedy now _

_Next Chapter _

_How'd we end up this way? _

_See me nervously pulling at my clothes _

_And trying to look busy and you're doing your best to avoid me _

_I'm starting to think one day I'll tell the story of us _

_How I was losing my mind when I saw you here _

_But you held your pride like you should have held me _

_Oh, we're scared to see the ending _

_Why are we pretending this is nothing? _

_I'd tell you I miss you but I don't know how _

_I've never heard silence quite this loud _

_Now I'm standing alone in a crowded room _

_And we're not speaking _

_And I'm dying to know _

_Is it killing you like it's killing me? _

_I don't know what to say since a twist of fate _

_When it all broke down _

_And the story of us looks a lot like a tragedy now _

_This is looking like a contest of who can act like they care less _

_But I liked it better when you were on my side _

_The battle's in your hands now _

_But I would lay my armor down _

_If you'd say you'd rather love than fight _

_So many things that you wish I knew but the story of us might be ending soon _

_Now I'm standing alone in a crowded room _

_And we're not speaking _

_And I'm dying to know _

_Is it killing you like it's killing me? _

_I don't know what to say _

_Since a twist of fate when it all broke down _

_And the story of us _

_Looks a lot like a tragedy now, now, now _

_And we're not speaking _

_And I'm dying to know is it killing you like it's killing me? _

_I don't know what to say since a twist of fate cause we're going down _

_And the story of us looks a lot like a tragedy now _

_The End_." Fionna sang.

Marshall stood there. He could tell some parts of that song that was about him, some about Prince Gumball, and some about Flame Prince.

* * *

**So that was Fionna's other memory that Marshall saw. I was just going to end it on the last chapter, but I decided to put this chapter up because I thought a bunch of people would be asking what Marshall saw. So there you go. **

**~Batman's Favorite Daughter~**


End file.
